SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] Quarterly report pursuant to section 13 or 15(d) of the Securities
Exchange Act of 1934
For the quarter period ended September 30, 1998
------------------
[ ] Transition report pursuant to section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from ___________ to _____________
CHINA RESOURCES DEVELOPMENT, INC.
---------------------------------
(Exact Name of registrant as Specified in Charter)
<TABLE>
<CAPTION>
<S> <C> <C>
Nevada 33-5628-NY 87-0263643
(State or other Jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
</TABLE>
36/F., Far East Finance Center,
16 Harcourt Road, Admiralty,
Hong Kong
011-852-28107205
(Address and telephone number of
principal executive offices)
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such requirements
for the past 90 days.
Yes X No
------ ------
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date: 5,929,004 shares of common
stock, $0.001 par value, as of November 13, 1998.
Page 1 of 21 pages Exhibit Index on Page 16
<PAGE>
CONVENTIONS
Unless otherwise specified, all references in this report to "U.S.
Dollars," "Dollars," "US$," or "$" are to United States dollars; all references
to "Hong Kong Dollars" or "HK$" are to Hong Kong dollars; and all references to
"Renminbi" or "RMB" or "Yuan" are to Renminbi Yuan, which is the lawful currency
of the People's Republic of China ("China" or "PRC"). The Company and Billion
Luck maintain their accounts in U.S. Dollars and Hong Kong Dollars,
respectively. HARC and the Operating Subsidiaries maintain their accounts in
Renminbi. The financial statements of the Company and its subsidiaries are
prepared in Renminbi. Translations of amounts from Renminbi to U.S. Dollars and
from Hong Kong Dollars to U.S. Dollars are for the convenience of the reader.
Unless otherwise indicated, any translations from Renminbi to U.S. Dollars or
from U.S. Dollars to Renminbi have been made at the single rate of exchange as
quoted by the People's Bank of China (the "PBOC Rate") on September 30, 1998,
which was approximately U.S.$1.00 = Rmb8.27. Translations from Hong Kong Dollars
to U.S. Dollars have been made at the single rate of exchange as quoted by the
Hongkong and Shanghai Banking Corporation Limited on September 30, 1998, which
was approximately US$1.00 = HK$7.75. The Renminbi is not freely convertible into
foreign currencies and the quotation of exchange rates does not imply
convertibility of Renminbi into U.S. Dollars or other currencies. All foreign
exchange transactions take place either through the Bank of China or other banks
authorized to buy and sell foreign currencies at the exchange rates quoted by
the People's Bank of China. No representation is made that the Renminbi or U.S.
Dollar amounts referred to herein could have been or could be converted into
U.S. Dollars or Renminbi, as the case may be, at the PBOC Rate or at all.
References to "Billion Luck" are to Billion Luck Company Ltd., a
British Virgin Islands company, which is a wholly-owned subsidiary of the
Company.
References to "Company" and "Registrant" are to China Resources
Development, Inc., and include, unless the context requires otherwise, the
operations of Billion Luck, HARC, First Supply, and Second Supply (all as
hereinafter defined).
References to "Farming Bureau" are to the Hainan Agricultural
Reclamation General Company, a division of the Ministry of Agriculture, the PRC
government agency responsible for matters relating to agriculture.
References to "First Supply" are to First Goods And Materials Supply
And Sales Corporation, a company organized in the PRC and a wholly-owned
subsidiary of HARC.
References to "Guilinyang Farm" are to Hainan Province Guilinyang State
Farm, a PRC entity which is owned and controlled by the Farming Bureau.
References to "Hainan" are to Hainan Province of the PRC.
References to "Hainan State Farms" are to the rubber farms in Hainan
controlled by the Farming Bureau.
References to "HARC" are to Hainan Zhongwei Agricultural Resources
Company Limited, a company organized in the PRC, whose capital is owned 61% by
Billion Luck and 39% by the Farming Bureau.
References to "Operating Subsidiaries" are to the consolidated
operations, assets and/or activities, as the context indicates, of First Supply,
and Second Supply.
References to the "PRC" or "China" include all territory claimed by or
under the control of the Central Government, except Hong Kong, Macau, and
Taiwan.
References to "Second Supply" are to Second Goods And Materials Supply
And Sales Corporation, a company organized in the PRC and a wholly-owned
subsidiary of HARC.
References to "Tons" are to metric tons.
2
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CHINA RESOURCES DEVELOPMENT, INC., AND SUBSIDIARIES
CONDENSED CONSOLIDATED INCOME STATEMENTS (UNAUDITED)
FOR THE THREE MONTHS AND NINE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997
(Amounts in thousands, except share and per share data)
<TABLE>
<CAPTION>
Three Months Ended September 30, Nine Months Ended September 30,
-------------------------------- -------------------------------
1998 1997 1998 1998 1997 1998
---- ---- ---- ---- ---- ----
RMB RMB US$ RMB RMB US$
<S> <C> <C> <C> <C> <C> <C>
SALES 155,122 419,295 18,757 368,489 893,762 44,557
COST OF SALES (148,944) (410,396) (18,010) (352,948) (860,071) (42,678)
--------- ---------- --------- --------- --------- ---------
GROSS PROFIT 6,178 8,899 747 15,541 33,691 1,879
DEPRECIATION OF FIXED ASSETS (491) (1,195) (59) (1,312) (2,039) (158)
SELLING AND ADMINISTRATION
EXPENSES (6,110) (6,263) (739) (21,645) (21,979) (2,618)
--------- ---------- --------- --------- --------- ---------
OPERATING INCOME/(LOSS) (423) 1,441 (51) (7,416) 9,673 (897)
FINANCIAL INCOME/(EXPENSES),
NET 1,728 (859) 209 6,460 31 781
OTHER INCOME, NET 403 19,981 49 2,021 38,726 244
--------- ---------- --------- --------- --------- ---------
INCOME BEFORE INCOME TAXES 1,708 20,563 207 1,065 48,430 128
INCOME TAXES (749) (1,806) (91) (1,802) (7,959) (217)
--------- ---------- --------- --------- --------- ---------
NET INCOME/(LOSS) BEFORE
MINORITY INTERESTS 959 18,757 116 (737) 40,471 (89)
MINORITY INTERESTS (1,421) (9,979) (172) (3,359) (21,577) (406)
--------- ---------- --------- --------- --------- ---------
NET INCOME/(LOSS) (462) 8,778 (56) (4,096) 18,894 (495)
========= ========== ========= ========= ========= =========
BASIC AND DILUTED
EARNINGS/(LOSS) PER SHARE (0.08) 1.46 (0.01) (0.68) 3.19 (0.08)
========= ========== ========= ========= ========= =========
WEIGHTED AVERAGE NUMBER
OF SHARES OUTSTANDING 5,995,671 6,029,004 5,995,671 6,017,893 5,917,893 6,017,893
========= ========== ========= ========= ========= =========
</TABLE>
See notes to condensed consolidated financial statements.
3
<PAGE>
CHINA RESOURCES DEVELOPMENT, INC., AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEET
AS OF SEPTEMBER 30, 1998 AND DECEMBER 31, 1997
(Amounts in thousands)
<TABLE>
<CAPTION>
September 30, December 31, September 30,
------------- ------------ -------------
1998 1997 1998
---- ---- ----
RMB RMB US$
Notes (Unaudited) (Note) (Unaudited)
<S> <C> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents 145,320 124,547 17,572
Trade receivables 10,784 11,249 1,304
Inventories 2 18,288 61,792 2,211
Other receivables, deposits and 26,574 29,139 3,213
prepayments
Amount due from Farming Bureau 9,608 14,921 1,162
Amounts due from related companies 54,878 40,044 6,636
---------- ---------- ----------
Total current assets 265,452 281,692 32,098
PROPERTY AND EQUIPMENT, NET 3 6,550 7,496 792
INVESTMENTS 140,074 147,671 16,938
GOODWILL 1,001 1,021 121
---------- ---------- ----------
TOTAL ASSETS 413,077 437,880 49,949
========== ========== ==========
LIABILITIES AND SHAREHOLDERS'
EQUITY
CURRENT LIABILITIES:
Accounts payable 14,147 20,284 1,711
Other payables and accrued liabilities 23,052 21,106 2,788
Income taxes payable 18,161 22,375 2,196
---------- ---------- ----------
TOTAL CURRENT LIABILITIES 55,360 63,765 6,695
MINORITY INTERESTS 121,705 133,143 14,716
---------- ---------- ----------
TOTAL LIABILITIES AND MINORITY
INTERESTS 177,065 196,908 21,411
---------- ---------- ----------
SHAREHOLDERS' EQUITY
Common stock, US$0.001 par value:
Authorized:
200,000,000 shares in 1998 and 1997,
Issued and outstanding:
5,929,004 (1997: 5,779,004) shares, 4 49 50 6
Preferred stock, authorized:
10,000,000 shares in 1998 and 1997
Series B preferred stock, US$0.001 par
value:
Authorized: 3,200,000 shares in 1998
and 1997
Issued and outstanding: 3,200,000
shares in 1998 and 1997 27 27 3
Additional paid-in capital 156,553 157,416 18,930
Reserves 25,514 25,514 3,085
Retained earnings 53,869 57,965 6,514
---------- ---------- ----------
TOTAL SHAREHOLDERS' EQUITY 236,012 240,972 28,538
---------- ---------- ----------
TOTAL LIABILITIES AND SHAREHOLDERS'
EQUITY 413,077 437,880 49,949
========== ========== ==========
</TABLE>
Note: The balance sheet at December 31, 1997 has been derived from the audited
financial statements at that date but does not include all of the information
and footnotes required by generally accepted accounting principles for complete
financial statements.
See notes to condensed consolidated financial statements.
4
<PAGE>
CHINA RESOURCES DEVELOPMENT, INC., AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (UNAUDITED)
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1998
(Amounts in thousands)
<TABLE>
<CAPTION>
Series B
Series A Convertible Series B Additional
Common Preferred Preferred Preferred Paid-in Retained
stock Stock Stock Stock Capital Reserves Earnings Total
----- ----- ----- ----- ------- -------- -------- -----
RMB RMB RMB RMB RMB RMB RMB RMB
<S> <C> <C> <C> <C> <C> <C>
Balance at January 1, 1998 50 - - 27 157,416 25,514 57,965 240,972
Stock repurchase (1) - - - (863) - - (864)
Comprehensive income:
Net loss for the period - - - - - - (4,096) (4,096)
--------- --------- ---------- --------- ---------- -------- -------- --------
Balance at September
30, 1998 49 - - 27 156,553 25,514 53,869 236,012
========= ========= ========= ========= ========== ======== ======== ========
</TABLE>
See notes to condensed consolidated financial statements.
5
<PAGE>
CHINA RESOURCES DEVELOPMENT, INC., AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997
(Amounts in thousands)
<TABLE>
<CAPTION>
Nine months ended September 30,
-------------------------------
1998 1997 1998
---- ---- ----
RMB RMB US$
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES::
Net income/(loss) (4,096) 18,894 (495)
Adjustments to reconcile net income to
net cash provided by operating activities:
Minority interests 3,359 21,577 406
Depreciation and amortization 1,332 2,060 161
Loss on disposal of fixed assets - 799 -
Decrease/(increase) in assets:
Trade receivables 465 (5,918) 56
Inventories 43,504 (14,422) 5,261
Other receivables, deposits and prepayments 2,565 (4,269) 310
Amount due from Farming Bureau 5,313 (177) 643
Amounts due from related companies (21,834) 4,005 (2,640)
Increase/(decrease) in liabilities:
Accounts payable (6,137) (6,254) (742)
Amounts due to related companies - 8,929 -
Other payables and accrued liabilities 1,946 (26,672) 235
Income taxes payable (4,214) 4,573 (510)
---------- ---------- ----------
Net cash provided by operating activities 22,203 3,125 2,685
---------- ---------- ----------
CASH FLOW PROVIDED BY/(USED IN)
INVESTING ACTIVITIES
Purchase of fixed assets (366) (2,821) (44)
Purchase of investments (250) - (30)
Increase in minority interests 50 - 6
Proceeds from disposal of fixed assets - 3 -
Proceeds from sale of investments - 1,216 -
---------- ---------- ----------
Net cash used in investing activities (566) (1,602) (68)
---------- ---------- ----------
CASH FLOW PROVIDED BY/(USED IN) FINANCING
ACTIVITIES:
Repayments of loans to shareholders - (4,677) -
Stock repurchase (864) - (105)
---------- ---------- ----------
Net cash used in financing activities (864) (4,677) (105)
---------- ---------- ----------
NET INCREASE/(DECREASE) IN CASH AND CASH
EQUIVALENTS 20,773 (3,154) 2,512
Cash and cash equivalent, at beginning of period 124,547 131,006 15,060
---------- ---------- ----------
Cash and cash equivalent, at end of period 145,320 127,852 17,572
========== ========== ==========
</TABLE>
See notes to condensed consolidated financial statements.
6
<PAGE>
CHINA RESOURCES DEVELOPMENT, INC., AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(Amounts in thousands)
1. BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements
have been prepared in accordance with generally accepted accounting
principles for interim financial information and with the instructions
to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not
include all of the information and footnotes required by generally
accepted accounting principles for complete financial statements. In
the opinion of management, all adjustments (consisting of normal
recurring accruals) considered necessary for a fair presentation have
been included. Operating results for the nine months period ended
September 30, 1998, are not necessarily indicative of the results that
may be expected for the year ending December 31, 1998.
2. INVENTORIES
<TABLE>
<CAPTION>
September 30, December 31,
------------- ------------
1998 1997
---- ----
RMB RMB
<S> <C> <C>
Finished goods 18,288 61,792
====== ======
</TABLE>
3. PROPERTY AND EQUIPMENT, NET
<TABLE>
<CAPTION>
September 30, December 31,
------------- ------------
1998 1997
---- ----
RMB RMB
<S> <C> <C>
At cost:
Buildings and leasehold improvements 5,267 5,267
Machinery, equipment and motor vehicles 6,965 6,599
---------- ----------
12,232 11,866
Accumulated depreciation: (5,682) (4,370)
---------- ----------
Net book value 6,550 7,496
========== ==========
</TABLE>
4. SHARE CAPITAL
During the fiscal quarter ended September 30, 1998, the Company
repurchased 100,000 shares of common stock of the Company in the
secondary market.
5 NEW ACCOUNTING STANDARDS
Statement of Financial Accounting Standards ("SFAS") No. 130, Reporting
Comprehensive Income, became effective in the first quarter of 1998.
SFAS no. 130 establishes new rules for the reporting and display of
comprehensive income and its components; however, the adoption of this
Statement has no impact on the Company's net income or stockholders'
equity.
In 1997, the Financial Accounting Standards Board also issued SFAS no.
131, Disclosures About Segments of an Enterprise and Related
Information. The Company plans to adopt this Statement effective
December 31, 1998.
7
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS
OF OPERATION
RESULTS OF OPERATIONS
The following table shows the selected unaudited condensed consolidated
income statements data of the Company and its subsidiaries for the three months
and nine months ended September 30, 1998 and 1997. The data should be read in
conjunction with the unaudited Condensed Consolidated Financial Statements of
the Company and related notes thereto.
The discussions below are presented in the Company's primary operating
currency, which is the Renminbi Yuan ("RMB"). For information purposes, the
amounts have been translated into U.S. dollars at an exchange rate of $1.00 =
RMB8.27, which represents the approximate single rate of exchange as quoted by
the People's Bank of China on September 30, 1998. No representation is made that
RMB amounts could have been, or could be, converted into U.S. dollars at that
rate or any other rate.
<TABLE>
<CAPTION>
(Amounts in thousands) Three months ended September 30, Nine months ended September 30,
------------------------------- -------------------------------
1998 1997 1998 1997
---- ---- ---- ----
RMB RMB RMB RMB
<S> <C> <C> <C> <C>
Sales:
Distribution of natural rubber 147,558 408,073 314,320 857,222
Procurement of materials and
supplies 7,564 11,222 54,169 36,540
---------- ---------- ---------- ----------
155,122 419,295 368,489 893,762
---------- ---------- ---------- ----------
Gross profit 6,178 8,899 15,541 33,691
Gross profit margin (%) 3.98 2.12 4.22 3.77
Income before income taxes 1,708 20,563 1,065 48,430
Income taxes (749) (1,806) (1,802) (7,959)
---------- ---------- ---------- ----------
Net income/(loss) 959 18,757 (737) 40,471
Minority interests (1,421) (9,979) (3,359) (21,577)
---------- ---------- ---------- ----------
Net income/(loss) after minority
interests (462) 8,778 (4,096) 18,894
========== ========== ========== ==========
</TABLE>
NET SALES AND GROSS PROFIT
Total net sales for the third quarter of fiscal 1998 decreased by
approximately RMB264 million (US$31.9 million) or 63.0% to approximately RMB155
million (US$18.8 million), compared to approximately RMB419 million (US$50.7
million) for the corresponding period in 1997. Net sales of natural rubber
declined by approximately RMB261 million (US$31.6 million) or 63.8% to
approximately RMB148 million (US$17.9 million), compared to approximately RMB408
million (US$49.3 million) for the corresponding period in 1997. Net sales
revenue from the procurement of materials and supplies decreased by
approximately RMB4 million (US$484,000) or 32.6% to approximately RMB8 million
(US$1 million), compared to approximately RMB11 million (US$1.3 million) for the
corresponding period in 1997.
For the nine months of 1998, the Company's total net sales decreased by
approximately RMB525 million (US$63.5 million) or 58.8%. The net sales of
natural rubber decreased by approximately RMB543 million (US$65.7 million) or
63.3% while the net sales of materials and supplies increased by approximately
RMB18 million (US$2.2 million) or 48.2%.
The domestic natural rubber consumption market remained weak in 1998.
The decline in natural rubber sales revenue was due to the decrease in both the
natural rubber price and the quantity sold. The average natural rubber price was
approximately RMB7,000 (US$846) per ton for the nine months of 1998 compared
with approximately RMB10,000 (US$1,209) per ton for the corresponding period in
1997. Renminbi Yuan remained relatively strong while most of the Asian
currencies were weakened against the U.S. Dollar during 1998, resulting in
intense competition from imported natural rubber.
8
<PAGE>
Given the adverse impact of the Asian financial crisis on the Chinese
economy, the consumption market for materials and supplies remained weak in
1998. It was the Company's policy to reduce prices to boost sales in the first
quarter of 1998. The price level was back to normal since the second quarter of
1998.
Overall gross profit decreased by approximately RMB18.1 million
(US$2.2) or 53.9% to RMB15.5 million (US$1.9 million) for the nine months of
1998 from approximately RMB33.7 million (US$4.1 million) for the corresponding
period in 1997. Gross profit margin increased to 4.22% for the nine months of
1998 from 3.77% for the corresponding period in 1997. The increase in gross
profit margin was primarily due to the Company having stockpiled some natural
rubber stock in early 1997, which was sold at a loss in 1997 as the natural
rubber price started to decline since early 1997.
SELLING AND ADMINISTRATION EXPENSES
Selling and administration expenses for the nine months of 1998 were
RMB21.6 million (US$2.6 million) which were comparable to RMB22.0 million
(US$2.7 million) for the corresponding period in 1997.
FINANCIAL INCOME/(EXPENSES), NET
Net financial income increased by RMB6.4 million (US$774,000) to RMB6.5
million (US$786,000) for the nine months of 1998 compared to RMB31,000
(US$4,000) for the corresponding period in 1997. The significant increase was
due to the fact that the Company had more cash deposits with financial
institutions after the recovery of debts from several large customers since the
second quarter of 1998, and withdrawal of deposits from the Rubber Futures
Exchange.
OTHER INCOME, NET
Other income decreased significantly by approximately RMB36.7 million
(US$4.4 million) or 95% from RMB38.7 million (US$4.7 million) for the nine
months of 1997 to RMB2.0 million (US$242,000) for the corresponding period in
1998. The decrease was primarily due to less income from the trading of rubber
futures contracts during 1998.
MINORITY INTERESTS
Pursuant to an Agreement for the Sale and Purchase of Share in HARC
dated April 30, 1998 between Guilinyang Farm and the Company, the Company
purchased 5,000,000 shares, representing 5% of the total issued and outstanding
share capital of HARC, from Guilinyang Farm for a total consideration of RMB7
million (US$846,000). After the said purchase, the Company's effective interest
in HARC increased from 56% to 61%. Minority interests after the said purchase
represent a 39% interest in HARC held by the Farming Bureau compared with 44%
before the said purchase.
LIQUIDITY AND CAPITAL RESOURCES
The Company's primary liquidity needs are to fund inventories and trade
receivables and, to a lesser extent, to expand business operations. The Company
has financed its working capital requirements primarily through internally
generated cash.
The Company has a working capital surplus of approximately RMB210
million (US$25.4 million) as of September 30, 1998, compared to that of
approximately RMB218 million (US$26.4 million) as of December 31, 1997. Net cash
provided by operating activities for the nine months ended September 30, 1998
was approximately RMB22.2 million (US$2.7 million) as compared to approximately
RMB3.1 million (US$375,000) for the corresponding period in 1997. Net cash flows
from the Company's operating activities are attributable to the Company's income
and changes in operating assets and liabilities.
9
<PAGE>
There has been no other significant change in financial condition and
liquidity since the fiscal year ended December 31, 1997. The Company believes
that internally generated funds will be sufficient to satisfy its anticipated
working capital needs for at least the next twelve months.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS:
NONE
ITEM 2. CHANGES IN SECURITIES:
NONE
ITEM 3. DEFAULTS UPON SENIOR SECURITIES:
NONE
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS:
NONE
ITEM 5. OTHER INFORMATION
On August 18, 1998, the Board of Directors announced that it had
determined it to be in the best interest of the Company and its
shareholders to reduce the number of shares of its outstanding
common stock, par value $.001 per share, and that the Company
would undertake a stock repurchase program through open market
purchase on the Nasdaq Stock Market. The Board announced its
intention to purchase up to 300,000 shares, in accordance with
applicable regulations. When repurchased, such shares of Common
Stock cease to be issued and outstanding, but remain authorized
shares of the Company's Common Stock. As of November 13, 1998, the
Company has repurchased a total of 100,000 shares. The Company may
continue to make such open market purchases from time to time. No
disclosure of specific purchases, or plans for purchases, will be made
except as are required to be included in periodic reports filed by the
Company with the Securities and Exchange Commission.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) The following Exhibits are filed as part of this Form 10-Q or
incorporated by reference as indicated below:
<TABLE>
<CAPTION>
Exhibit No. Exhibit Description
----------- -------------------
<S> <C> <C>
3.1 Articles of Incorporation of the Registrant, filed on January
15, 1986 (Filed with Annual Report on Form 10-K/A for the
fiscal year ended December 31, 1994, and incorporated herein
by reference.)
3.2 By-laws of the Registrant (Filed with Annual Report on Form
10-K/A for the fiscal year ended December 31, 1994, and
incorporated herein by reference.)
3.3 Certificate of Amendment of Articles of Incorporation of the
Registrant, filed on November 18, 1994 (Filed with Annual
Report on Form 10-K/A for the fiscal year ended December 31,
1994, and incorporated herein by reference.)
3.4 Certificate of Amendment of Articles of Incorporation of the
Registrant, filed on November 18, 1994 (Filed with Annual
Report on Form 10-K/A for the fiscal year ended December 31,
1994, and incorporated herein by reference.)
3.5 Certificate of Amendment of Articles of Incorporation of the
Registrant, effective March 31, 1995, and filed on June 19,
1995 (Filed with Quarterly Report on Form 10-Q/A for the
fiscal quarter ended March 31, 1995, and with Current Report
on Form 8-K dated June 19, 1995, and incorporated herein by
reference.)
3.6 Certificate of Amendment of Articles of Incorporation of the
Registrant, effective December 30, 1996 (Filed with Annual
Report on Form 10-K/A for the fiscal year ended December 31,
1996, and incorporated herein by reference.)
10
<PAGE>
3.7 Amended and Restated By-laws of the Registrant, as amended on
December 30, 1996 (Filed with Annual Report on Form 10-K/A for
the fiscal year ended December 31, 1996, and incorporated
herein by reference.)
4.1 Certificate of Designation of Series B Convertible Preferred
Stock, filed on December 13, 1995 (Filed with Current Report
on Form 8-K dated March 8, 1996, and incorporated herein by
reference.)
4.2 Certificate of Amendment of Certificate of Designation of
Series B Convertible Preferred Stock, effective December 31,
1997 (Filed with Annual Report on Form 10-K/A for the fiscal
year ended December 31, 1996, and incorporated herein by
reference.)
10.1 Assignment Agreement dated January 21, 1994, by and between
Hong Wah (Holdings) Limited and Billion Luck Company Ltd.
(Filed with Annual Report on Form 10-K/A for the fiscal year
ended December 31, 1994, and incorporated herein by
reference.)
10.2 Contract on Investment for the Setting up of Hainan
Agricultural Resources Company Ltd. dated January 31, 1994, by
and among Hainan Province Agricultural Reclamation General
Company (the Farming Bureau), Hainan Province Guilinyang State
Farm, and Billion Luck Company Ltd. (Original Chinese version
with English translation filed with Annual Report on Form
10-K/A for the fiscal year ended December 31, 1994, and
incorporated herein by reference.)
10.3 Loan Agreement dated May 10, 1994, by and among Everbright
Finance & Investment Co. Limited, Worlder International
Company Limited, Hong Wah Investment Holdings Limited,
Silverich Limited, Brender Services Limited, and Billion Luck
Company Ltd. (Filed with Annual Report on Form 10-K/A for the
fiscal year ended December 31, 1994, and incorporated herein
by reference.)
10.4 Credit Agreement dated June 1, 1994, by and among Everbright
Finance & Investment Co. Limited, Worlder International
Company Limited, Hong Wah Investment Holdings Limited and
Billion Luck Company Ltd. (Filed with Annual Report on Form
10-K/A for the fiscal year ended December 31, 1994, and
incorporated herein by reference.)
10.5 Contract on the Transfer of Share Ownership of Hainan Zhongya
Aluminum Co., Ltd. dated July 11, 1994, by and between Hainan
Province Guilinyang State Farm and Hainan Agricultural
Resources Co., Ltd. (Filed with Annual Report on Form 10-K/A
for the fiscal year ended December 31, 1994, and incorporated
herein by reference.)
10.6 Letter Agreement dated August 8, 1994, by and among Everbright
Finance & Investment Co. Limited, Worlder International
Company Limited, Hong Wah Investment Holdings Limited and
Billion Luck Company Ltd., supplementing Credit Agreement
dated June 1, 1994 (Filed with Annual Report on Form 10-K/A
for the fiscal year ended December 31, 1994, and incorporated
herein by reference.)
10.7 Letter Agreement dated October 24, 1994, by and among
Everbright Finance & Investment Co. Limited, Worlder
International Company Limited, and Billion Luck Company Ltd.
(Filed with Annual Report on Form 10-K/A for the fiscal year
ended December 31, 1994, and incorporated herein by
reference.)
10.8 Acquisition Agreement, by and among the Registrant and the
shareholders of Billion Luck Company Ltd. (Filed with Annual
Report on Form 10-K/A for the fiscal year ended December 31,
1994, and incorporated herein by reference.)
10.9 Agreement on Service and Cooperation dated November 5, 1994,
by and between Hainan Province Agricultural Reclamation
General Company (the Farming Bureau) and Hainan Agricultural
Resources Company Ltd. (Original Chinese version with English
translation filed with Annual Report on Form 10-K/A for the
fiscal year ended December 31, 1994, and incorporated herein
by reference.)
11
<PAGE>
10.10 Land Use Agreement dated November 5, 1994, by and between
Hainan Province Agricultural Reclamation No. 1 Materials
Supply & Sales Company (First Supply) and Hainan Province
Agricultural Reclamation Jin Long Materials General Company
(Original Chinese version with certified English translation
filed with Annual Report on Form 10-K/A for the fiscal year
ended December 31, 1994, and incorporated herein by
reference.)
10.11 Land Use Agreement dated November 5, 1994, by and between
Hainan Province Agricultural Reclamation No. 2 Materials
Supply & Sales Company (Second Supply) and Hainan Province
Agricultural Reclamation Jin Huan Materials General Company
(Original Chinese version with certified English translation
filed with Annual Report on Form 10-K/A for the fiscal year
ended December 31, 1994, and incorporated herein by
reference.)
10.12 Long-Term Sale and Purchase Agreement dated November 5, 1994,
by and among Hainan Province Agricultural Reclamation General
Company (the Farming Bureau), Hainan Agricultural Resources
Company Ltd., Hainan Province Agricultural Reclamation No. 1
Materials Supply & Marketing Company (First Supply), and
Hainan Province Agricultural Reclamation No. 2 Materials
Supply & Marketing Company (Second Supply) (Original Chinese
version with English translation filed with Annual Report on
Form 10-K/A for the fiscal year ended December 31, 1994, and
incorporated herein by reference.)
10.13 Agreement on Assignment of Accounts Receivable dated November
5, 1994, by and among Hainan Province Agricultural Reclamation
General Company (the Farming Bureau), Billion Luck Company
Ltd., Hainan Province Guilinyang State Farm, Hainan
Agricultural Resources Company Ltd., Hainan Province
Agricultural Reclamation No. 1 Materials Supply & Marketing
Company (First Supply), and Hainan Province Agricultural
Reclamation No. 2 Materials Supply & Marketing Company (Second
Supply) (Original Chinese version with English translation
filed with Annual Report on Form 10-K/A for the fiscal year
ended December 31, 1994, and incorporated herein by
reference.)
10.14 Rental Agreement, by and between General Bureau of Hainan
State Farms (the Farming Bureau) and Hainan Agricultural
Resources Company Limited (Original Chinese version with
English Translation filed with Annual Report on Form 10-K/A
for the fiscal year ended December 31, 1994, and incorporated
herein by reference.)
10.15 Guaranty Agreement, by and among Hainan Province Agricultural
Reclamation General Company (the Farming Bureau), Hainan
Agricultural Reclamation No. 1 Materials Supply & Sales
Company (First Supply) and Hainan Agricultural Reclamation No.
2 Materials Supply & Sales Company (Second Supply) (Original
Chinese version with certified English Translation filed with
Annual Report on Form 10-K/A for the fiscal year ended
December 31, 1994, and incorporated herein by reference.)
10.16 Financial Consulting Agreement dated February 1, 1994, by and
between Brender Services Limited and Billion Luck Company
Ltd., and Extension Agreement dated November 1, 1994, by and
between Brender Services Limited and Billion Luck Company Ltd.
(Filed with Annual Report on Form 10-K/A for the fiscal year
ended December 31, 1994, and incorporated herein by
reference.)
10.17 Exchange Agreement, by and among the Registrant, Hong Wah
Investment Holdings Limited, Everbright Finance & Investment
Co. Ltd., Worlder International Company Limited and Silverich
Limited, executed as of March 31, 1995 (Filed with Quarterly
Report on Form 10-Q/A for the fiscal quarter ended March 31,
1995, and incorporated herein by reference.)
12
<PAGE>
10.18 China Resources Development, Inc., 1995 Stock Option Plan,
adopted as of March 31, 1995 (Filed with Quarterly Report on
Form 10-Q/A for the fiscal quarter ended March 31, 1995, and
the Current Report on Form 8-K dated June 19, 1995, and
incorporated herein by reference.)
10.19 Consulting Agreement between the Registrant and Brender
Services Limited, dated April 30, 1995 (Filed with Quarterly
Report on Form 10-Q for the fiscal quarter ended June 30,
1995, and incorporated herein by reference.)
10.20 Letter dated June 1, 1995, extending the repayment date to
December 31, 1995, for loans extended to Billion Luck by
Everbright Finance & Investment Co. Limited, Worlder
International Company Limited and Hong Wah Investment Holdings
Limited, pursuant to Credit Agreement dated June 1, 1994
(Filed with Quarterly Report on Form 10-Q for the fiscal
quarter ended September 30, 1995, and incorporated herein by
reference.)
10.21 Agreement on Administrative Expenses Apportionment between
First Supply and Jin Ling Corporation, dated March 15, 1995
(Original Chinese version with English translation filed with
Annual Report on Form 10-K for the fiscal year ended December
31, 1995, and incorporated herein by reference.)
10.22 Agreement on Administrative Expenses Apportionment between
Second Supply and Jin Huan Corporation, dated March 15, 1995
(Original Chinese version with English translation filed with
Annual Report on Form 10-K for the fiscal year ended December
31, 1995, and incorporated herein by reference.)
10.23 Agreement on Rubber Purchase Deposits among HARC, First
Supply, Second Supply and the Farming Bureau, dated March 30,
1995 (Original Chinese version with English translation filed
with Annual Report on Form 10-K for the fiscal year ended
December 31, 1995, and incorporated herein by reference.)
10.24 Employment Agreement between Billion Luck and Han Jian Zhun,
dated August 1, 1995 (Filed with Annual Report on Form 10-K
for the fiscal year ended December 31, 1995, and incorporated
herein by reference.)
10.25 Employment Agreement between Billion Luck and Li Fei Lie,
dated August 1, 1995 (Filed with Annual Report on Form 10-K
for the fiscal year ended December 31, 1995, and incorporated
herein by reference.)
10.26 Contract on Investment in the Xilian Timber Mill between HARC
and the State-Run Xilian Farm of Hainan Province dated July 7,
1994, and Supplementary Agreement dated December 24, 1994
(Original Chinese version with English translation filed with
Annual Report on Form 10-K for the fiscal year ended December
31, 1995, and incorporated herein by reference.)
10.27 Exchange Agreement, by and between the Registrant and
Everbright Finance & Investment Co. Limited, dated July 22,
1996 (Filed with Quarterly Report on Form 10-Q for the fiscal
quarter ended September 30, 1996, and incorporated herein by
reference.)
10.28 Loan Agreement between HARC and the Farming Bureau, dated
March 25, 1996, and the supplementary agreement dated December
31, 1996 (Certified English translation of original Chinese
version filed with Annual Report on Form 10-K/A for the fiscal
year ended December 31, 1996,and incorporated herein by
reference.)
10.29 Loan Agreement between HARC and the Registrant, dated March
25, 1996 (Certified English translation of original Chinese
version filed with Annual Report on Form 10-K/A for the fiscal
year ended December 31, 1996, and incorporated herein by
reference.)
13
<PAGE>
10.30 Rental Agreement between HARC and the Hainan Farming Bureau
Testing Center, dated August 9, 1996 (Certified English
translation of original Chinese version filed with Annual
Report on Form 10-K/A for the fiscal year ended December 31,
1996, and incorporated herein by reference.)
10.31 Shareholders' Agreement on Business Restructuring among the
Farming Bureau, Guilinyang Farm and Billion Luck, dated as of
October 1, 1996 (Certified English translation of original
Chinese version filed with Annual Report on Form 10-K/A for
the fiscal year ended December 31, 1996, and incorporated
herein by reference.)
10.32 Assets and Staff Transfer Agreement among the Farming Bureau,
HARC, First Supply and Second Supply, dated as of October 1,
1996 (Certified English translation of original Chinese
version filed with Annual Report on Form 10-K/A for the fiscal
year ended December 31, 1996, and incorporated herein by
reference.)
10.33 Exchange Agreement, by and between the Registrant and
Everbright Finance & Investment Co. Limited, dated December
31, 1996 (Filed with Annual Report on Form 10-K/A for the
fiscal year ended December 31, 1996, and incorporated herein
by reference.)
10.34 China Resources Development, Inc., Amended and Restated 1995
Stock Option Plan, as amended on December 30, 1996 (Filed with
Annual Report on Form 10-K/A for the fiscal year ended
December 31, 1996, and incorporated herein by reference.)
10.35 Agency Agreement on Natural Rubber Distribution between Hainan
General Bureau Jin Huan Materials Supply General Company and
HARC, dated January 2, 1997 (Certified English translation of
original Chinese version filed with Quarterly Report on Form
10-Q for the fiscal quarter ended March 31, 1997, and
incorporated herein by reference.)
10.36 Advertising and Media Agreement by and between the Registrant
and Marketing Direct Concepts, Inc., dated April 1, 1997
(Filed with Quarterly Report on Form 10-Q for the fiscal
quarter ended June 30, 1997, and incorporated herein by
reference.)
10.37 Financial Consulting Agreement by and between the Registrant
and Integrated Capital Development Group, Inc., dated May 1,
1997 (Filed with Quarterly Report on Form 10-Q for the fiscal
quarter ended June 30, 1997, and incorporated herein by
reference.)
10.38 Consulting Agreement between the Registrant and Brender
Services Limited, dated April 30, 1997 (Filed with Annual
Report on Form 10-K for the fiscal year ended December 31,
1997 and incorporated herein by reference.)
10.39 Stock Purchase Agreement, by and between HARC and Guilinyang
Farm, dated December 29, 1997. (Filed with Annual Report on
Form 10-K for the fiscal year ended December 31, 1997 and
incorporated herein by reference.)
10.40 Agreement for the Sale and Purchase of Share in Hainan Zhongya
Aluminum Company Ltd., dated December 29, 1997, by and between
First Supply and Guilinyang Farm. (Filed with Annual Report on
Form 10-K for the fiscal year ended December 31, 1997 and
incorporated herein by reference.)
10.41 Agreement for the Sale and Purchase of Share in Hainan
Zhongwei Agricultural Resources Company Ltd., dated April 30,
1998, by and between Guilinyang Farm and the Company. (Filed
with Quarterly Report on Form 10-Q for the fiscal quarter
ended June 30, 1998 and incorporated herein by reference.)
11 Computation of Earnings/(Loss) Per Share (Contained in
Financial Statements in Part I, Item I hereof.)
27.1 Financial Data Schedule (Filed herewith. For SEC use only.)
(b) During the three months ended September 30, 1998, the Company
filed no current Reports on Form 8-K.
</TABLE>
14
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
CHINA RESOURCES DEVELOPMENT, INC.
November 13, 1998 By:/s/ Li Shunxing
----------------------------------
Li Shunxing, President
By:/s/Tam Cheuk Ho
-----------------------------------
Tam Cheuk Ho, Chief Financial Officer
15
<PAGE>
EXHIBIT INDEX
Exhibit No. Exhibit Description
----------- -------------------
<TABLE>
<CAPTION>
<S> <C> <C>
3.1 Articles of Incorporation of the Registrant, filed on January
15, 1986 (Filed with Annual Report on Form 10-K/A for the
fiscal year ended December 31, 1994, and incorporated herein
by reference.)
3.2 By-laws of the Registrant (Filed with Annual Report on Form
10-K/A for the fiscal year ended December 31, 1994, and
incorporated herein by reference.)
3.3 Certificate of Amendment of Articles of Incorporation of the
Registrant, filed on November 18, 1994 (Filed with Annual
Report on Form 10-K/A for the fiscal year ended December 31,
1994, and incorporated herein by reference.)
3.4 Certificate of Amendment of Articles of Incorporation of the
Registrant, filed on November 18, 1994 (Filed with Annual
Report on Form 10-K/A for the fiscal year ended December 31,
1994, and incorporated herein by reference.)
3.5 Certificate of Amendment of Articles of Incorporation of the
Registrant, effective March 31, 1995, and filed on June 19,
1995 (Filed with Quarterly Report on Form 10-Q/A for the
fiscal quarter ended March 31, 1995, and with Current Report
on Form 8-K dated June 19, 1995, and incorporated herein by
reference.)
3.6 Certificate of Amendment of Articles of Incorporation of the
Registrant, effective December 30, 1996 (Filed with Annual
Report on Form 10-K/A for the fiscal year ended December 31,
1996, and incorporated herein by reference.)
3.7 Amended and Restated By-laws of the Registrant, as amended on
December 30, 1996 (Filed with Annual Report on Form 10-K/A for
the fiscal year ended December 31, 1996, and incorporated
herein by reference.)
4.1 Certificate of Designation of Series B Convertible Preferred
Stock, filed on December 13, 1995 (Filed with Current Report
on Form 8-K dated March 8, 1996, and incorporated herein by
reference.)
4.2 Certificate of Amendment of Certificate of Designation of
Series B Convertible Preferred Stock, effective December 31,
1997 (Filed with Annual Report on Form 10-K/A for the fiscal
year ended December 31, 1996, and incorporated herein by
reference.)
10.1 Assignment Agreement dated January 21, 1994, by and between
Hong Wah (Holdings) Limited and Billion Luck Company Ltd.
(Filed with Annual Report on Form 10-K/A for the fiscal year
ended December 31, 1994, and incorporated herein by
reference.)
10.2 Contract on Investment for the Setting up of Hainan
Agricultural Resources Company Ltd. dated January 31, 1994, by
and among Hainan Province Agricultural Reclamation General
Company (the Farming Bureau), Hainan Province Guilinyang State
Farm, and Billion Luck Company Ltd. (Original Chinese version
with English translation filed with Annual Report on Form
10-K/A for the fiscal year ended December 31, 1994, and
incorporated herein by reference.)
16
<PAGE>
10.3 Loan Agreement dated May 10, 1994, by and among Everbright
Finance & Investment Co. Limited, Worlder International
Company Limited, Hong Wah Investment Holdings Limited,
Silverich Limited, Brender Services Limited, and Billion Luck
Company Ltd. (Filed with Annual Report on Form 10-K/A for the
fiscal year ended December 31, 1994, and incorporated herein
by reference.)
10.4 Credit Agreement dated June 1, 1994, by and among Everbright
Finance & Investment Co. Limited, Worlder International
Company Limited, Hong Wah Investment Holdings Limited and
Billion Luck Company Ltd. (Filed with Annual Report on Form
10-K/A for the fiscal year ended December 31, 1994, and
incorporated herein by reference.)
10.5 Contract on the Transfer of Share Ownership of Hainan Zhongya
Aluminum Co., Ltd. dated July 11, 1994, by and between Hainan
Province Guilinyang State Farm and Hainan Agricultural
Resources Co., Ltd. (Filed with Annual Report on Form 10-K/A
for the fiscal year ended December 31, 1994, and incorporated
herein by reference.)
10.6 Letter Agreement dated August 8, 1994, by and among Everbright
Finance & Investment Co. Limited, Worlder International
Company Limited, Hong Wah Investment Holdings Limited and
Billion Luck Company Ltd., supplementing Credit Agreement
dated June 1, 1994 (Filed with Annual Report on Form 10-K/A
for the fiscal year ended December 31, 1994, and incorporated
herein by reference.)
10.7 Letter Agreement dated October 24, 1994, by and among
Everbright Finance & Investment Co. Limited, Worlder
International Company Limited, and Billion Luck Company Ltd.
(Filed with Annual Report on Form 10-K/A for the fiscal year
ended December 31, 1994, and incorporated herein by
reference.)
10.8 Acquisition Agreement, by and among the Registrant and the
shareholders of Billion Luck Company Ltd. (Filed with Annual
Report on Form 10-K/A for the fiscal year ended December 31,
1994, and incorporated herein by reference.)
10.9 Agreement on Service and Cooperation dated November 5, 1994,
by and between Hainan Province Agricultural Reclamation
General Company (the Farming Bureau) and Hainan Agricultural
Resources Company Ltd. (Original Chinese version with English
translation filed with Annual Report on Form 10-K/A for the
fiscal year ended December 31, 1994, and incorporated herein
by reference.)
10.10 Land Use Agreement dated November 5, 1994, by and between
Hainan Province Agricultural Reclamation No. 1 Materials
Supply & Sales Company (First Supply) and Hainan Province
Agricultural Reclamation Jin Long Materials General Company
(Original Chinese version with certified English translation
filed with Annual Report on Form 10-K/A for the fiscal year
ended December 31, 1994, and incorporated herein by
reference.)
10.11 Land Use Agreement dated November 5, 1994, by and between
Hainan Province Agricultural Reclamation No. 2 Materials
Supply & Sales Company (Second Supply) and Hainan Province
Agricultural Reclamation Jin Huan Materials General Company
(Original Chinese version with certified English translation
filed with Annual Report on Form 10-K/A for the fiscal year
ended December 31, 1994, and incorporated herein by
reference.)
10.12 Long-Term Sale and Purchase Agreement dated November 5, 1994,
by and among Hainan Province Agricultural Reclamation General
Company (the Farming Bureau), Hainan Agricultural Resources
Company Ltd., Hainan Province Agricultural Reclamation No. 1
Materials Supply & Marketing Company (First Supply), and
Hainan Province Agricultural Reclamation No. 2 Materials
Supply & Marketing Company (Second Supply) (Original Chinese
version with English translation filed with Annual Report on
Form 10-K/A for the fiscal year ended December 31, 1994, and
incorporated herein by reference.)
17
<PAGE>
10.13 Agreement on Assignment of Accounts Receivable dated November
5, 1994, by and among Hainan Province Agricultural Reclamation
General Company (the Farming Bureau), Billion Luck Company
Ltd., Hainan Province Guilinyang State Farm, Hainan
Agricultural Resources Company Ltd., Hainan Province
Agricultural Reclamation No. 1 Materials Supply & Marketing
Company (First Supply), and Hainan Province Agricultural
Reclamation No. 2 Materials Supply & Marketing Company (Second
Supply) (Original Chinese version with English translation
filed with Annual Report on Form 10-K/A for the fiscal year
ended December 31, 1994, and incorporated herein by
reference.)
10.14 Rental Agreement, by and between General Bureau of Hainan
State Farms (the Farming Bureau) and Hainan Agricultural
Resources Company Limited (Original Chinese version with
English Translation filed with Annual Report on Form 10-K/A
for the fiscal year ended December 31, 1994, and incorporated
herein by reference.)
10.15 Guaranty Agreement, by and among Hainan Province Agricultural
Reclamation General Company (the Farming Bureau), Hainan
Agricultural Reclamation No. 1 Materials Supply & Sales
Company (First Supply) and Hainan Agricultural Reclamation No.
2 Materials Supply & Sales Company (Second Supply) (Original
Chinese version with certified English Translation filed with
Annual Report on Form 10-K/A for the fiscal year ended
December 31, 1994, and incorporated herein by reference.)
10.16 Financial Consulting Agreement dated February 1, 1994, by and
between Brender Services Limited and Billion Luck Company
Ltd., and Extension Agreement dated November 1, 1994, by and
between Brender Services Limited and Billion Luck Company Ltd.
(Filed with Annual Report on Form 10-K/A for the fiscal year
ended December 31, 1994, and incorporated herein by
reference.)
10.17 Exchange Agreement, by and among the Registrant, Hong Wah
Investment Holdings Limited, Everbright Finance & Investment
Co. Ltd., Worlder International Company Limited and Silverich
Limited, executed as of March 31, 1995 (Filed with Quarterly
Report on Form 10-Q/A for the fiscal quarter ended March 31,
1995, and incorporated herein by reference.)
10.18 China Resources Development, Inc., 1995 Stock Option Plan,
adopted as of March 31, 1995 (Filed with Quarterly Report on
Form 10-Q/A for the fiscal quarter ended March 31, 1995, and
the Current Report on Form 8-K dated June 19, 1995, and
incorporated herein by reference.)
10.19 Consulting Agreement between the Registrant and Brender
Services Limited, dated April 30, 1995 (Filed with Quarterly
Report on Form 10-Q for the fiscal quarter ended June 30,
1995, and incorporated herein by reference.)
10.20 Letter dated June 1, 1995, extending the repayment date to
December 31, 1995, for loans extended to Billion Luck by
Everbright Finance & Investment Co. Limited, Worlder
International Company Limited and Hong Wah Investment Holdings
Limited, pursuant to Credit Agreement dated June 1, 1994
(Filed with Quarterly Report on Form 10-Q for the fiscal
quarter ended September 30, 1995, and incorporated herein by
reference.)
10.21 Agreement on Administrative Expenses Apportionment between
First Supply and Jin Ling Corporation, dated March 15, 1995
(Original Chinese version with English translation filed with
Annual Report on Form 10-K for the fiscal year ended December
31, 1995, and incorporated herein by reference.)
10.22 Agreement on Administrative Expenses Apportionment between
Second Supply and Jin Huan Corporation, dated March 15, 1995
(Original Chinese version with English translation filed with
Annual Report on Form 10-K for the fiscal year ended December
31, 1995, and incorporated herein by reference.)
18
<PAGE>
10.23 Agreement on Rubber Purchase Deposits among HARC, First
Supply, Second Supply and the Farming Bureau, dated March 30,
1995 (Original Chinese version with English translation filed
with Annual Report on Form 10-K for the fiscal year ended
December 31, 1995, and incorporated herein by reference.)
10.24 Employment Agreement between Billion Luck and Han Jian Zhun,
dated August 1, 1995 (Filed with Annual Report on Form 10-K
for the fiscal year ended December 31, 1995, and incorporated
herein by reference.)
10.25 Employment Agreement between Billion Luck and Li Fei Lie,
dated August 1, 1995 (Filed with Annual Report on Form 10-K
for the fiscal year ended December 31, 1995, and incorporated
herein by reference.)
10.26 Contract on Investment in the Xilian Timber Mill between HARC
and the State-Run Xilian Farm of Hainan Province dated July 7,
1994, and Supplementary Agreement dated December 24, 1994
(Original Chinese version with English translation filed with
Annual Report on Form 10-K for the fiscal year ended December
31, 1995, and incorporated herein by reference.)
10.27 Exchange Agreement, by and between the Registrant and
Everbright Finance & Investment Co. Limited, dated July 22,
1996 (Filed with Quarterly Report on Form 10-Q for the fiscal
quarter ended September 30, 1996, and incorporated herein by
reference.)
10.28 Loan Agreement between HARC and the Farming Bureau, dated
March 25, 1996, and the supplementary agreement dated December
31, 1996 (Certified English translation of original Chinese
version filed with Annual Report on Form 10-K/A for the fiscal
year ended December 31, 1996,and incorporated herein by
reference.)
10.29 Loan Agreement between HARC and the Registrant, dated March
25, 1996 (Certified English translation of original Chinese
version filed with Annual Report on Form 10-K/A for the fiscal
year ended December 31, 1996, and incorporated herein by
reference.)
10.30 Rental Agreement between HARC and the Hainan Farming Bureau
Testing Center, dated August 9, 1996 (Certified English
translation of original Chinese version filed with Annual
Report on Form 10-K/A for the fiscal year ended December 31,
1996, and incorporated herein by reference.)
10.31 Shareholders' Agreement on Business Restructuring among the
Farming Bureau, Guilinyang Farm and Billion Luck, dated as of
October 1, 1996 (Certified English translation of original
Chinese version filed with Annual Report on Form 10-K/A for
the fiscal year ended December 31, 1996, and incorporated
herein by reference.)
10.32 Assets and Staff Transfer Agreement among the Farming Bureau,
HARC, First Supply and Second Supply, dated as of October 1,
1996 (Certified English translation of original Chinese
version filed with Annual Report on Form 10-K/A for the fiscal
year ended December 31, 1996, and incorporated herein by
reference.)
10.33 Exchange Agreement, by and between the Registrant and
Everbright Finance & Investment Co. Limited, dated December
31, 1996 (Filed with Annual Report on Form 10-K/A for the
fiscal year ended December 31, 1996, and incorporated herein
by reference.)
10.34 China Resources Development, Inc., Amended and Restated 1995
Stock Option Plan, as amended on December 30, 1996 (Filed with
Annual Report on Form 10-K/A for the fiscal year ended
December 31, 1996, and incorporated herein by reference.)
19
<PAGE>
10.35 Agency Agreement on Natural Rubber Distribution between Hainan
General Bureau Jin Huan Materials Supply General Company and
HARC, dated January 2, 1997 (Certified English translation of
original Chinese version filed with Quarterly Report on Form
10-Q for the fiscal quarter ended March 31, 1997, and
incorporated herein by reference.)
10.36 Advertising and Media Agreement by and between the Registrant
and Marketing Direct Concepts, Inc., dated April 1, 1997
(Filed with Quarterly Report on Form 10-Q for the fiscal
quarter ended June 30, 1997, and incorporated herein by
reference.)
10.37 Financial Consulting Agreement by and between the Registrant
and Integrated Capital Development Group, Inc., dated May 1,
1997 (Filed with Quarterly Report on Form 10-Q for the fiscal
quarter ended June 30, 1997, and incorporated herein by
reference.)
10.38 Consulting Agreement between the Registrant and Brender
Services Limited, dated April 30, 1997 (Filed with Annual
Report on Form 10-K for the fiscal year ended December 31,
1997 and incorporated herein by reference.)
10.39 Stock Purchase Agreement, by and between HARC and Guilinyang
Farm, dated December 29, 1997. (Filed with Annual Report on
Form 10-K for the fiscal year ended December 31, 1997 and
incorporated herein by reference.)
10.40 Agreement for the Sale and Purchase of Share in Hainan Zhongya
Aluminum Company Ltd., dated December 29, 1997, by and between
First Supply and Guilinyang Farm. (Filed with Annual Report on
Form 10-K for the fiscal year ended December 31, 1997 and
incorporated herein by reference.)
10.41 Agreement for the Sale and Purchase of Share in Hainan
Zhongwei Agricultural Resources Company Ltd., dated April 30,
1998, by and between Guilinyang Farm and the Company. (Filed
with Quarterly Report on Form 10-Q for the fiscal quarter
ended June 30, 1998 and incorporated herein by reference.)
11 Computation of Earnings/(Loss) Per Share (Contained in
Financial Statements in Part I, Item I hereof.)
27.1 Financial Data Schedule (Filed herewith. For SEC use only.)
</TABLE>
20
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE FORM
10-Q REPORT OF CHINA RESOURCES DEVELOPMENT, INC. FOR THE QUARTERLY PERIOD ENDED
SEPTEMBER 30, 1998 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH REPORT.
</LEGEND>
<MULTIPLIER> 1,000
<CURRENCY> RENMINBI YUAN
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> SEP-30-1998
<EXCHANGE-RATE> 8.27
<CASH> 145,320
<SECURITIES> 0
<RECEIVABLES> 10,784
<ALLOWANCES> 0
<INVENTORY> 18,288
<CURRENT-ASSETS> 265,452
<PP&E> 12,232
<DEPRECIATION> 5,682
<TOTAL-ASSETS> 413,077
<CURRENT-LIABILITIES> 55,360
<BONDS> 0
0
27
<COMMON> 49
<OTHER-SE> 235,936
<TOTAL-LIABILITY-AND-EQUITY> 413,077
<SALES> 368,489
<TOTAL-REVENUES> 376,970
<CGS> 352,948
<TOTAL-COSTS> 375,905
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 1,065
<INCOME-TAX> 1,802
<INCOME-CONTINUING> (737)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (4,096)
<EPS-PRIMARY> (0.68)
<EPS-DILUTED> (0.68)
</TABLE>
